U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB


[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2000

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                      COMMISSION FILE NO. ________________


                          TROJAN TRANSITION CORPORATION
             (Exact name of registrant as specified in its charter)

                  California                             33-0899650
                  ----------                             ----------
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

                        19900 MacArthur Boulevard, 92653
                          Suite 660, Irvine, California
                          -----------------------------
               (Address of principal executive offices) (Zip Code)


                                 (949) 851-9797
                (Issuer's Telephone Number, Including Area Code)


      Securities registered pursuant to Section 12(g) of the Exchange Act:

                                  COMMON STOCK

         Check whether the Registrant  (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the Securities  Exchange Act of 1934, during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

         Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

                                                                  Yes [ ] No [ ]

     As of December 31, 2000 the Company had 5,000,000 shares outstanding.

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<PAGE>

         The  approximate  aggregate  market  value of the voting  stock held by
non-affiliates of the registrant as of December 31, 2000 was approximately $ N/A
(not trading)

                               FORM 10-KSB - Index

                                     PART I
                                                                           Page
                                                                           ----

Item 1.  Description of Business          ...............................    2

Item 2.  Description of Property          ...............................    9

Item 3.  Legal Proceedings                ...............................    9

Item 4.  Submission of Matters to a Vote of Security Holders.............    9

                                     PART II

Item 5.  Market of the Registrant's Securities and
                    Related Stockholder Matters..........................    10

Item 6.  Management's Discussion and Analysis of
                    Financial Condition and Results of Operations........    11

Item 7.  Financial Statements and Supplementary Data.....................    13

Item 8.  Changes in and Disagreements with Accountants
                    On Accounting and Financial Disclosure...............    15

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant..............    15

Item 10. Executive Compensation                                              16

Item 11. Security Ownership of Certain Beneficial
                    Owners and Management................................    16

Item 12. Exhibits, Consolidated Financial Statements,
                    Schedules and Reports on Form 8-K....................    17

         Signatures......................................................    18



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<PAGE>



         This Annual Report on Form 10-KSB and the documents incorporated herein
by reference contain forward-looking  statements that have been made pursuant to
the provisions of the Private  Securities  Litigation  Reform Act of 1995.  Such
forward-looking  statements  are based on current  expectations,  estimates  and
projections about the Company's industry,  management's beliefs, and assumptions
made by management.  Words such as "anticipates," "expects," "intends," "plans,"
"believes,"  "seeks,"   "estimates,"   variations  of  such  words  and  similar
expressions  are intended to identify  such  forward-looking  statements.  These
statements are not guarantees of future  performance  and are subject to certain
risks,  uncertainties  and assumptions that are difficult to predict  therefore,
actual  results and  outcomes  may differ  materially  from what is expressed or
forecasted in any such forward-looking statements.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

         Trojan  Transition  Corporation (the "Company") was incorporated  under
the laws of the State of California on February 17, 2000. The Company was formed
to engage in any lawful corporate  undertaking,  including,  without limitation,
mergers  and  acquisitions,  which meet the  Company's  selected  criteria.  The
Company  has  been  in  the  developmental  stage  since  inception  and  has no
operations to date other than issuing shares to its original shareholder.

         The Company  will  continue to attempt to locate and  negotiate  with a
business entity for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets  exchange.  In most  instances the target  company will wish to
structure  the business  combination  to be within the  definition of a tax-free
reorganization  under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.

         The  Company  has been  formed  to  provide a method  for a foreign  or
domestic private company to become a reporting  ("public")  company with a class
of registered securities.

Comparison With Initial Public Offering

         Certain  private  companies  may  find  a  business   combination  more
attractive than an initial public offering of their securities. Reasons for this
may include the following:

                  *        inability to obtain  underwriter;
                  *        possible  larger costs, fees and expenses;
                  *        possible  delays in the public  offering process;
                  *        greater dilution of their outstanding securities.

         Certain  private  companies  may  find  a  business   combination  less
attractive than an initial public offering of their securities. Reasons for this
may include the following:

                  *        no  investment  capital  raised  through  a  business
                           combination;
                  *        no underwriter support of after-market trading.

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<PAGE>



Potential Target Companies

         A  business  entity,  if any,  which may be  interested  in a  business
combination with the Company may include the following:

                  *        a company  for which a primary  purpose  of  becoming
                           public  is  the  use  of  its   securities   for  the
                           acquisition of assets or businesses;
                  *        a company which is unable to find an  underwriter  of
                           its securities or is unable to find an underwriter of
                           securities on terms acceptable to it;
                  *        a company  which  wishes to become  public  with less
                           dilution of its common stock than
                           would occur upon an underwriting;
                  *        a  company  which  believes  that  it will be able to
                           obtain  investment  capital on more  favorable  terms
                           after it has become public;
                  *        a foreign  company  which may wish an  initial  entry
                           into the United States securities market;
                  *        a  special  situation  company,  such  as  a  company
                           seeking  a  public   market  to  satisfy   redemption
                           requirements  under a qualified Employee Stock Option
                           Plan;
                  *        a company  seeking one or more of the other perceived
                           benefits of becoming a public company.

         A business  combination with a target company will normally involve the
transfer to the target  company of the  majority  of the issued and  outstanding
common stock of the Company,  and the  substitution by the target company of its
own management and board of directors.

         No assurances  can be given that the Company will be able to enter into
a business combination,  as to the terms of a business combination, or as to the
nature of the target company.

         The proposed business activities  described herein classify the Company
as a "blank  check"  company.  As used  herein,  a "blank  check"  company  is a
development  stage company that has no specific  business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified  company or companies.  The Securities and Exchange  Commission and
certain states have enacted statutes, rules and regulations limiting the sale of
securities  of  blank  check  companies.  The  Company  will  not  issue or sell
additional  shares  or take any  efforts  to cause a market  to  develop  in the
Company's securities until such time as the Company has successfully implemented
its business plan and it is no longer  classified as a blank check company.  The
sole  shareholder  of the  Company  has  executed  and  delivered  an  agreement
affirming  that it will not sell or  otherwise  transfer  its  shares  except in
connection with or following a business combination.

         The Company will continue to file all reports  required of it under the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  until a
business  combination has occurred.  A business combination will normally result
in a change in  control  and  management  of the  Company.  Since a benefit of a
business combination with the Company would normally be considered its status as
a reporting  company,  it is anticipated  that the Company will continue to file
reports  under the Exchange Act following a business  combination.  No assurance
can be given that this will occur or, if it does, for how long.

         Patrick R. Boyd, the Secretary,  Chief  Financial  Officer and Director
and Tim T. Chang, the Chief Executive Officer and Director are the only officers
and directors of the Company and the  controlling  shareholders of the Company's

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<PAGE>


majority shareholder,  BAC Consulting Corporation.  The Company has no employees
nor are there any other persons than Mr. Boyd and Mr. Chang,  who may not devote
any of their time to its affairs.  All  references  herein to  management of the
Company are to Mr. Boyd and Mr. Chang. The inability at any time of Mr. Boyd and
Mr. Chang to devote  sufficient  attention to the Company  could have a material
adverse impact on its operations.

Search for Target Company

         The  Company  has  entered  into  an  agreement   with  BAC  Consulting
Corporation,  the majority  shareholder of the Company,  to supervise the search
for target  companies as potential  candidates for a business  combination.  The
agreement  will continue  until such time as the Company has effected a business
combination.  BAC Consulting Corporation,  has agreed to pay all expenses of the
Company without repayment until such time as a business combination is effected,
without repayment. Tim Chang and Patrick Boyd, the only offices and directors of
the Company are the officers,  directors  and  controlling  shareholders  of BAC
Consulting Corporation.

         BAC Consulting  Corporation may only locate  potential target companies
for the  Company  and is not  authorized  to  enter  into any  agreement  with a
potential target company binding the Company.  The Company's  agreement with BAC
Consulting  Corporation  is not exclusive  and BAC  Consulting  Corporation  has
entered into agreements  with other companies  similar to the Company on similar
terms. BAC Consulting  Corporation,  may provide  assistance to target companies
incident to and following a business  combination,  and receive payment for such
assistance from target companies.

         BAC Consulting  Corporation has entered,  and anticipates  that it will
enter,  into agreements with other consultants to assist it in locating a target
company  and may share its stock in the  Company  with or grant  options on such
stock to such  referring  consultants  and may make payment to such  consultants
from its own resources. There is no minimum or maximum amount of stock, options,
or cash that BAC Consulting  Corporation  may grant or pay to such  consultants.
BAC Consulting  Corporation is solely  responsible for the costs and expenses of
its activities in seeking a potential  target company,  including any agreements
with consultants, and the Company has no obligation to pay any costs incurred or
negotiated by BAC Consulting Corporation.

         BAC Consulting  Corporation may seek to locate a target company through
solicitation.    Such   solicitation   may   include   newspaper   or   magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment  bankers,  financial advisors and similar persons,  the use of one or
more Web sites and similar  methods.  If BAC Consulting  Corporation  engages in
solicitation,  no  estimate  can be made as to the number of persons  who may be
contacted or  solicited.  To date BAC  Consulting  Corporation  has not utilized
solicitation  and expects to rely on  consultants  in the business and financial
communities for referrals of potential target companies.

         Tim Chang is the Chief Executive Officer of BAC Consulting  Corporation
and Patrick Boyd is the Secretary and Chief Financial  Officer of BAC Consulting
Corporation.   Messrs.   Boyd  and  Chang  are  each  partners,   through  their
professional corporations, in Boyd & Chang, LLP, an Irvine, California based law
firm  specializing  in corporate  finance and securities  transactions.  Some of
these  individuals  may be  interested in utilizing the services of the law firm
for  their  companies  or  clients  in  regard  to a wide  variety  of  possible
securities-related   work  including  mergers,   acquisitions,   initial  public
offerings,  stock  distributions,  incorporations,  or other  activities.  It is
possible over time that certain of the companies or clients represented by these
persons may develop into possible target companies.  In addition, BAC Consulting

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<PAGE>


Corporation has contact with many consultants,  accountants, attorneys, brokers,
investment  bankers,  businessmen,  financial  advisors and others who work with
businesses which may desire to go public.

Management of the Company

         The  Company  has no full  time  employees.  Tim T.  Chang is the Chief
Executive  Officer of the Company and one of its two directors.  Patrick R. Boyd
is the Chief  Financial  Officer,  Secretary and one of the two Directors of the
Company.  Mr. Boyd and Mr. Chang are also the  controlling  shareholders  of BAC
Consulting  Corporation,  the Company's majority shareholder.  Mr. Chang and Mr.
Boyd, as officers of the Company,  have agreed to allocate a limited  portion of
their time to the  activities  of the Company  after the  effective  date of the
registration statement without compensation.  Potential conflicts may arise with
respect  to the  limited  time  commitment  by Mr.  Boyd and Mr.  Chang  and the
potential demands of the Company's activities.

         The amount of time spent by Messrs. Chang and Boyd on the activities of
the Company is not  predictable.  Such time may vary  widely  from an  extensive
amount when reviewing a target  company and effecting a business  combination to
an essentially quiet time when activities of management focus elsewhere, or some
amount in between.  It is  impossible to predict the amount of time Mr. Boyd and
Mr.  Chang  will  actually  be  required  to spend to locate a  suitable  target
company.

         The Company anticipates that the selection of a business opportunity in
which to participate  will be complex and extremely risky.  Management  believes
(but has not conducted any research to confirm) that there are business entities
seeking  the  perceived  benefits  of a reporting  corporation.  Such  perceived
benefits may include  facilitating  or improving  the terms on which  additional
equity financing may be sought,  providing liquidity for incentive stock options
or  similar  benefits  to  key  employees,  increasing  the  opportunity  to use
securities for  acquisitions,  providing  liquidity for  shareholders  and other
factors.  Business  opportunities may be available in many different  industries
and at  various  stages  of  development,  all of  which  will  make the task of
comparative  investigation and analysis of such business opportunities difficult
and complex.

         The Company  has, and will  continue to have,  no capital with which to
provide  the  owners  of  business  entities  with  any  cash or  other  assets.
Management  believes,  however,  the  Company  will be able to offer  owners  of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a reporting  company without incurring the cost and time required to
conduct an initial public offering. Management has not conducted market research
and is not aware of  statistical  data to support  the  perceived  benefits of a
business combination for the owners of a target company.

         The analysis of new business  opportunities  will be undertaken  by, or
under the supervision of, the officer and director of the Company,  who is not a
professional business analyst. In analyzing prospective business  opportunities,
management may consider such matters as the available  technical,  financial and
managerial resources; working capital and other financial requirements;  history
of operations,  if any; prospects for the future; nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated to impact the proposed  activities of the Company;  the
potential  for growth or  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance  of  products,  services,  or  trades;  name
identification; and other relevant factors.

         The  Company  will not  restrict  its search for any  specific  kind of
business  entities,  but may acquire a venture  which is in its  preliminary  or
development stage, which is already in operation, or in essentially any stage of
its business  life.  It is  impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional  capital,  may desire to have its shares publicly traded,  or
may seek other perceived advantages which the Company may offer.


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<PAGE>




Terms of a Business Combination

         In implementing a structure for a particular business acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture,  or licensing  agreement  with another  corporation  or entity.  On the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders  of the  Company  will no longer be in control of the  Company.  In
addition,  it is likely that the Company's  officers and directors will, as part
of the terms of the business combination,  resign and be replaced by one or more
new officers and directors.

         It is  anticipated  that any  securities  issued  in any such  business
combination would be issued in reliance upon exemption from  registration  under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated  element of its transaction,  the Company may agree to register all
or a part of such securities immediately after the transaction is consummated or
at  specified  times  thereafter.  If  such  registration  occurs,  it  will  be
undertaken  by the  surviving  entity  after the  Company  has  entered  into an
agreement for a business  combination or has consummated a business  combination
and the Company is no longer  considered a blank check company.  The issuance of
additional securities and their potential sale into any trading market which may
develop  in the  Company's  securities  may  depress  the  market  value  of the
Company's securities in the future if such a market develops,  of which there is
no assurance.

         While the terms of a business transaction to which the Company may be a
party  cannot be  predicted,  it is expected  that the  parties to the  business
transaction  will desire to avoid the  creation  of a taxable  event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.

         With respect to negotiations with a target company,  management expects
to focus on the  percentage  of the Company  which target  company  shareholders
would  acquire  in  exchange  for their  shareholdings  in the  target  company.
Depending upon, among other things, the target company's assets and liabilities,
the Company's  shareholders  will in all likelihood hold a substantially  lesser
percentage   ownership   interest  in  the  Company   following  any  merger  or
acquisition. The percentage of ownership may be subject to significant reduction
in the event the Company acquires a target company with substantial  assets. Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilutive  effect on the  percentage of shares held by the Company's
shareholders at such time.

Undertakings and Understandings Required of Target Companies

         As part of a business  combination  agreement,  the Company  intends to
obtain certain  representations  and warranties  from a target company as to its
conduct following the business combination.  Such representations and warranties
may  include  (i) the  agreement  of the target  company  to make all  necessary
filings and to take all other  steps  necessary  to remain a  reporting  company
under the  Exchange Act (ii)  imposing  certain  restrictions  on the timing and
amount  of the  issuance  of  additional  free-trading  stock,  including  stock
registered  on Form S-8 or issued  pursuant  to  Regulation  S and (iii)  giving
assurances of ongoing  compliance with the Securities Act, the Exchange Act, the
General Rules and  Regulations of the Securities  and Exchange  Commission,  and
other applicable laws, rules and regulations.

         A prospective  target company should be aware that the market price and
trading  volume of the  Company's  securities,  when and if listed for secondary
trading,  may  depend in great  measure  upon the  willingness  and  efforts  of
successor  management  to  encourage  interest in the Company  within the United


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States financial  community.  The Company does not have the market support of an
underwriter  that would  normally  follow a public  offering of its  securities.
Initial  market  makers are likely to simply  post bid and asked  prices and are
unlikely to take positions in the Company's  securities for their own account or
customers  without active  encouragement  and a basis for doing so. In addition,
certain  market  makers may take short  positions in the  Company's  securities,
which may result in a significant  pressure on their market  price.  The Company
may  consider  the  ability  and  commitment  of a target  company  to  actively
encourage interest in the Company's  securities following a business combination
in deciding whether to enter into a transaction with such company.

         A  business  combination  with the  Company  separates  the  process of
becoming a public company from the raising of investment capital. As a result, a
business  combination  with  the  Company  normally  will  not  be a  beneficial
transaction  for a target  company  whose  primary  reason for becoming a public
company is the immediate infusion of capital. The Company may require assurances
from the target  company that it has or that it has a reasonable  belief that it
will have  sufficient  sources of capital to continue  operations  following the
business  combination.  However,  it is possible that a target  company may give
such  assurances  in error,  or that the basis for such  belief  may change as a
result of circumstances beyond the control of the target company.

Competition

         The Company will remain an  insignificant  participant  among the firms
which  engage  in the  acquisition  of  business  opportunities.  There are many
established  venture  capital and financial  concerns  which have  significantly
greater  financial and personnel  resources  and  technical  expertise  than the
Company. In view of the Company's combined extremely limited financial resources
and  limited  management  availability,  the  Company  will  continue to be at a
significant competitive disadvantage compared to the Company's competitors.

RISK FACTORS

         The Company's  business is subject to numerous risk factors,  including
the following:

         THE COMPANY HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS
AND  OPERATES  AT A LOSS.  The  Company  has had no  operating  history  nor any
revenues or earnings from operations.  The Company has no significant  assets or
financial resources. The Company has operated at a loss to date and will, in all
likelihood,   continue  to  sustain  operating  expenses  without  corresponding
revenues,  at least  until  the  consummation  of a  business  combination.  BAC
Consulting  Corporation  has agreed to pay all expenses  incurred by the Company
until a business  combination  without  repayment  by the  Company.  There is no
assurance that the Company will ever be profitable.

         THE COMPANY HAS ONLY TWO DIRECTORS AND  OFFICERS.  The Company's  Chief
Executive  Officer  is Tim T.  Chang,  who is also  one of the  directors  and a
controlling  shareholder  of its  majority  shareholder.  Patrick R. Boyd is the
Company's  Secretary,  Chief  Financial  Officer,  the only other Director and a
controlling   shareholder  of  the  Company's  majority   shareholder.   Because
management  consists  of only two  persons,  the Company  does not benefit  from
multiple  judgments that a greater number of directors or officers would provide
and the Company  will rely  completely  on the  judgment of its two officers and
directors when selecting a target company.  Mr. Boyd and Mr. Chang devote only a
limited  amount of time per month to the business of the  Company.  Mr. Boyd and
Mr. Chang have not entered into a written employment  agreement with the Company
and they are not  expected to do so. The Company has not  obtained  key man life
insurance on Mr. Boyd or Mr. Chang. The loss of the services of Mr. Boyd and Mr.
Chang would  adversely  affect  development  of the  Company's  business and its
likelihood of continuing operations.


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         CONFLICTS  OF  INTEREST.  Mr.  Chang,  the  Company's  Chief  Executive
Officer,  and Mr. Boyd,  the Company's  Secretary and Chief  Financial  Officer,
participate  in other  business  ventures  which may compete  directly  with the
Company.  Additional  conflicts of interest and non-arms length transactions may
also arise in the future.  The terms of business  combination  may include  such
terms as Mr. Boyd and Mr. Chang remaining  directors or officers of the Company.
The  terms of a  business  combination  may  provide  for a  payment  by cash or
otherwise to BAC Consulting Corporation for the purchase or retirement of all or
part of its  common  stock of the  Company by a target  company or for  services
rendered incident to or following a business combination. Mr. Boyd and Mr. Chang
would  directly  benefit  from such  employment  or payment.  Such  benefits may
influence Mr. Boyd and Mr. Chang's choice of a target  company.  The Articles of
Incorporation  of the Company  provide that the Company may  indemnify  officers
and/or directors of the Company for liabilities,  which can include  liabilities
arising under the  securities  laws.  Therefore,  assets of the Company could be
used or attached to satisfy any liabilities subject to such indemnification.

         THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE.  The success of
the Company's  proposed  plan of operation  will depend to a great extent on the
operations, financial condition and management of the identified target company.
While business combinations with entities having established operating histories
are preferred,  there can be no assurance that the Company will be successful in
locating candidates meeting such criteria. The decision to enter into a business
combination   will  likely  be  made  without  detailed   feasibility   studies,
independent  analysis,  market  surveys or  similar  information  which,  if the
Company had more funds  available  to it, would be  desirable.  In the event the
Company completes a business combination the success of the Company's operations
will be dependent  upon  management  of the target  company and  numerous  other
factors  beyond the Company's  control.  There is no assurance  that the Company
will be able to consummate a business combination with a target company.

         PURCHASE  OF PENNY  STOCKS  CAN BE RISKY.  In the  event  that a public
market develops for the Company's securities  following a business  combination,
such  securities may be classified as a penny stock  depending upon their market
price and the manner in which  they are  traded.  The  Securities  and  Exchange
Commission has adopted  Rule15g-9  which  establishes the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share whose  securities  are admitted to quotation but do not trade on
the  Nasdaq  Small Cap  Market or on a  national  securities  exchange.  For any
transaction  involving a penny stock,  unless exempt, the rules require delivery
by the broker of a document  to  investors  stating the risks of  investment  in
penny stocks,  the possible lack of liquidity,  commissions to be paid,  current
quotation and investors'  rights and remedies,  a special  suitability  inquiry,
regular  reporting  to the  investor  and other  requirements.  Prices for penny
stocks  are often not  available  and  investors  are often  unable to sell such
stock.  Thus  an  investor  may  lose  his  investment  in  a  penny  stock  and
consequently should be cautious of any purchase of penny stocks.

         THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS  OPPORTUNITIES  AND
COMBINATIONS.   The  Company  is  and  will  continue  to  be  an  insignificant
participant in the business of seeking mergers with and acquisitions of business
entities.  A large number of established and well-financed  entities,  including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company.  Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently,  the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination.  Moreover, the Company will also
compete  with  numerous  other  small  public  companies  in  seeking  merger or
acquisition candidates.


                                        9


<PAGE>




         REPORTING  REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.  Pursuant to
the  requirements  of  Section 13 of the  Securities  Exchange,  the  Company is
required to provide certain information about significant acquisitions including
audited financial  statements of the acquired  company.  These audited financial
statements  must be furnished  within 75 days  following the effective date of a
business  combination.  Obtaining audited financial  statements are the economic
responsibility of the target company.  The additional time and costs that may be
incurred by some potential target companies to prepare such financial statements
may  significantly  delay or essentially  preclude  consummation of an otherwise
desirable acquisition by the Company.  Acquisition prospects that do not have or
are unable to obtain the required audited  statements may not be appropriate for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Notwithstanding  a target  company's  agreement  to obtain  audited
financial statements within the required time frame, such audited financials may
not be available to the Company at the time of effecting a business combination.
In cases where audited financials are unavailable, the Company will have to rely
upon  unaudited  information  that has not been verified by outside  auditors in
making its decision to engage in a transaction  with the business  entity.  This
risk  increases  the prospect that a business  combination  with such a business
entity might prove to be an unfavorable one for the Company.

         LACK OF MARKET  RESEARCH  OR  MARKETING  ORGANIZATION.  The Company has
neither  conducted,  nor have  others  made  available  to it,  market  research
indicating that demand exists for the transactions  contemplated by the Company.
Even in the event demand exists for a transaction  of the type  contemplated  by
the Company,  there is no assurance the Company will be successful in completing
any such business combination.

         PROBABLE  CHANGE IN CONTROL  AND  MANAGEMENT.  A  business  combination
involving  the issuance of the Company's  common stock will, in all  likelihood,
result in shareholders of a target company  obtaining a controlling  interest in
the  Company.  As  a  condition  of  the  business  combination  agreement,  BAC
Consulting  Corporation,  the majority  shareholder of the Company, may agree to
sell or transfer  all or a portion of its  Company's  common stock so to provide
the target company with all or majority control. The resulting change in control
of the  Company  will  likely  result in removal  of the  present  officers  and
directors of the Company and a corresponding  reduction in or elimination of his
participation in the future affairs of the Company.

         POSSIBLE  DILUTION  OF VALUE OF SHARES  UPON  BUSINESS  COMBINATION.  A
business  combination normally will involve the issuance of a significant number
of additional  shares.  Depending upon the value of the assets  acquired in such
business  combination,  the per share value of the  Company's  common  stock may
increase or decrease, perhaps significantly.

TAXATION.  Federal and state tax consequences will, in all likelihood,  be major
considerations in any business combination the Company may undertake. Currently,
such  transactions  may be structured  so as to result in tax-free  treatment to
both  companies,  pursuant  to various  federal  and state tax  provisions.  The
Company  intends to  structure  any business  combination  so as to minimize the
federal and state tax  consequences  to both the Company and the target company;
however,  there can be no assurance that such business combination will meet the
statutory  requirements  of a tax-free  reorganization  or that the parties will
obtain the intended  tax-free  treatment  upon a transfer of stock or assets.  A
non-qualifying reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to the transaction.


                                       10


<PAGE>




ITEM 2.           DESCRIPTION OF PROPERTY

         The Company has no  properties  and at this time has no  agreements  to
acquire any properties. The Company currently uses the offices of BAC Consulting
Corporation at no cost to the Company. BAC Consulting  Corporation has agreed to
continue this arrangement until the Company completes a business combination.

ITEM 3.           LEGAL  PROCEEDINGS.   The  Company  is  not  a  party  to  any
litigation  and to the Company's  knowledge  there is no  litigation  threatened
against the Company.

ITEM 4.           SUBMISSION OF MATTERS TO VOTE SECURITY HOLDERS.

         No matters have been  submitted to the security  holders of the Company
for vote in the period  covered  by this  report  through  the  solicitation  of
proxies or otherwise.

                                     PART II

ITEM 5.           MARKET OF THE REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER
                  MATTERS

         A.       Market  Price.  There is no trading  market for the  Company's
common stock at present and there has been no trading  market to date.  There is
no assurance  that a trading  market will ever develop or, if such a market does
develop, that it will continue.

         The  Securities  and Exchange  Commission  has adopted Rule 15g-9 which
establishes  the  definition  of a "penny  stock," for purposes  relevant to the
Company,  as any equity  security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

                  (i)  that a broker or dealer  approve a person's  account  for
transactions in penny stocks and

                  (ii) the broker or dealer  receive from the investor a written
agreement  to the  transaction,  setting  forth the identity and quantity of the
penny stock to be purchased.

         In order to  approve  a  person's  account  for  transactions  in penny
stocks, the broker or dealer must.

                  (i)  obtain  financial  information and investment  experience
and objectives of the person; and

                  (ii) make a reasonable  determination that the transactions in
penny  stocks  are  suitable  for that  person and that  person  has  sufficient

                                       11


<PAGE>

knowledge and  experience in financial  matters to be capable of evaluating  the
risks of transactions in penny stocks.

         The broker or dealer must also deliver,  prior to any  transaction in a
penny stock, a disclosure  schedule  prepared by the Commission  relating to the
penny stock market, which, in highlight form,

                  (i)  sets forth the basis on which the  broker or dealer  made
the suitability determination and

                  (ii) that the  broker or  dealer  received  a signed,  written
agreement from the investor prior to the transaction.  Disclosure also has to be
made about the risks of investing in penny stocks in both public  offerings  and
in secondary  trading,  and about commissions  payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and  remedies  available  to an investor in cases of fraud in penny stock
transactions.

         Finally,  monthly  statements have to be sent  disclosing  recent price
information  for the penny  stock held in the  account  and  information  on the
limited market in penny stocks.

         B.  Stockholders.  As of the end of the period  covered by this Report,
the Company had eight shareholders. As of the date of the filing of this Report,
the Registrant had  approximately  eight  shareholders  of the Company's  common
stock.  The issued and  outstanding  shares of the  Company's  common stock were
issued in accordance with the exemptions from  registration  afforded by Section
4(2) of the Securities Act of 1933, and Rule 506 promulgated thereunder, and the
exemption available for an entirely intrastate offering.

         C.  Dividends.  The Company has not paid any dividends to date, and has
no plans to do so in the immediate future.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

GENERAL BUSINESS PLAN

         The   Company's   purpose  is  to  seek,   investigate   and,  if  such
investigation  warrants,  acquire an interest in a business entity which desires
to  seek  the  perceived  advantages  of a  corporation  which  has a  class  of
securities  registered under the Exchange Act. The Company will not restrict its
search to any specific  business,  industry,  or  geographical  location and the
Company may  participate in a business  venture of virtually any kind or nature.
Management anticipates that it will be able to participate in only one potential
business  venture  because the Company has nominal assets and limited  financial
resources.  This lack of diversification should be considered a substantial risk
to the  shareholders  of the  Company  because it will not permit the Company to
offset potential losses from one venture against gains from another.

         The Company may seek a business  opportunity  with entities  which have
recently commenced  operations,  or which wish to utilize the public marketplace
in order to raise  additional  capital in order to expand  into new  products or
markets, to develop a new product or service, or for other corporate purposes.

Results of Operations

         As of the date of this Annual Report, the Company is in the development
stage  and is not  engaged  in any  activities.  Accordingly,  the  accompanying
consolidated  statements  of  operations  should not be  regarded as typical for
normal periods of operation.  The Company's development stage status,  recurring

                                       12


<PAGE>


net losses and  capital  deficit  raise  substantial  doubt about its ability to
continue  as a going  concern.  Additional  financing  or  restructuring  of its
liabilities  will  be  required  in  order  for  the  Company  to  complete  its
development stage activities. Management believes that it will be able to obtain
such financing from new investors, and restructure its liabilities.

         The Company had no  operations  or revenues,  or assets or  significant
liabilities since its incorporation in February 2000.

Fiscal Year Ended December 31, 2000

         Revenues.  The Company had no revenues during this period.

         Cost of Sales.  The  Company  had no cost of sales for the fiscal  year
ended December 31, 2000, and no sales occurred during this period.

         Gross Profit.  The Company had no gross profit.

         Operating  Expenses.  Year 2000 was the first year of operations of the
Company.  The Company had minimal  operating  expenses  primarily related to its
reporting  requirements.  These  expenses  were paid by the  Company's  majority
shareholder.

         Other Income (Expense).  The Company had no other income or significant
expenses.

Liquidity and Capital Resources

         Cash and cash  equivalents  and net working capital  (deficit)  totaled
$500 and $0, respectively,  as of December 31, 2000. The only source of cash has
been net proceeds generated from initial capitalization.  The Company has relied
upon its majority  shareholder  to cover its  expenses  and fund its  operations
during the periods discussed.

         The  Company  believes  that its  majority  shareholder  will  fund its
operations  for the next 12  months.  To the extent  the  Company  uses its cash
resources for its operations,  the Company will be required to obtain additional
funds, if available,  through borrowings or equity  financings.  There can be no
assurance  that such  capital  will be available  on  acceptable  terms.  If the
Company  is  unable to obtain  sufficient  financing,  it may be unable to fully
implement its growth strategy.

Inflation

         Inflation has not proved to be a factor in the Company's business since
its  inception  and is not expected to have a material  impact on the  Company's
business in the foreseeable future.

Year 2000

         To the best of the Company's  knowledge and belief, the Company has not
experienced  any  disruption in data  processing on our financial  reporting and
operational systems or malfunction in equipment containing  microprocessors as a
result of the year 2000 issue.  The Company  cannot be sure that some  condition
relating to the year 2000 exists, but has not been identified.

ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required by this item is presented at page F-1.


                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000



                                       13

<PAGE>


                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------


                                    CONTENTS
                                    --------


PAGE         F-1       INDEPENDENT AUDITORS' REPORT

PAGE         F-2       BALANCE SHEET AS OF DECEMBER 31, 2000

PAGE         F-3       STATEMENT OF OPERATIONS  FOR THE PERIOD FROM FEBRUARY 17,
                       2000 (INCEPTION) TO DECEMBER 31, 2000

PAGE         F-4       STATEMENT  OF  CHANGES  IN  STOCKHOLDER'S  EQUITY FOR THE
                       PERIOD FROM FEBRUARY 17, 2000 (INCEPTION) TO DECEMBER 31,
                       2000

PAGE         F-5       STATEMENT OF CASH FLOWS FOR THE PERIOD FROM  FEBRUARY 17,
                       2000 (INCEPTION) TO DECEMBER 31, 2000

PAGES     F-6 - F-8     NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000


                                       14

<PAGE>






                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors of:
Trojan Transition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Trojan Transition  Corporation
(a development stage company) as of December 31, 2000 and the related statements
of  operations,  changes in  stockholder's  equity and cash flows for the period
from  February  17, 2000  (inception)  to December  31,  2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects,  the financial  position of Trojan Transition  Corporation (a
development  stage  company) as of  December  31,  2000,  and the results of its
operations and its cash flows for the period from February 17, 2000  (inception)
to December 31, 2000 in conformity with accounting principles generally accepted
in the United States of America.




/s/ WEINBERG & COMPANY, P.A.
----------------------------
    WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 27, 2001


                                      F-1

<PAGE>


                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2000
                             -----------------------



                                     ASSETS
                                     ------


CURRENT ASSETS
  Cash                                                                  $   500
                                                                        -------

TOTAL ASSETS                                                            $   500
                                                                        =======



                      LIABILITIES AND STOCKHOLDER'S EQUITY
                                                                        -------


CURRENT LIABILITIES
  Accounts payable                                                      $   500

STOCKHOLDER'S EQUITY

   Common Stock, no par value, 50,000,000 shares
   authorized, 5,000,000 issued and outstanding                           2,000
   Additional paid-in capital                                               358
   Deficit accumulated during development stage                          (2,358)
                                                                        -------
    Total Stockholder's Equity                                             --
                                                                        -------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                              $   500
                                                                        =======

                                      F-2
                       See accompanying notes to financial
                                  statements.

<PAGE>


                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                          -----------------------------


                                                           February 17, 2000
                                                        (Inception) to December
                                                            31, 2000
                                                     --------------------------

Income                                                   $          --

Expenses
   Professional fees                                               2,000
   Organization expense                                              358
                                                               ---------

     Total expenses                                                2,358
                                                               ---------

NET LOSS                                                 $        (2,358)
                                                               =========

LOSS PER SHARE - BASIC AND DILUTED                       $          --
                                                               =========

WEIGHTED AVERAGE SHARES - BASIC AND DILUTED                    5,000,000
                                                               =========

                       See accompanying notes to financial
                                  statements.


                                      F-3


<PAGE>

<TABLE>
<CAPTION>

                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                FOR THE PERIOD FROM FEBRUARY 17, 2000 (INCEPTION)
                              TO DECEMBER 31, 2000
               --------------------------------------------------



                                                                                                    DEFICIT
                                                                                                  ACCUMULATED
                                                                                     ADDITIONAL      DURING
                                                               COMMON STOCK ISSUED    PAID-IN     DEVELOPMENT
                                                                SHARES      AMOUNT    CAPITAL        STAGE       TOTAL
                                                              ---------   ---------   ---------    ---------    ---------

<S>                                                           <C>         <C>         <C>         <C>          <C>
Common Stock Issuance                                         5,000,000   $   2,000   $    --     $    --      $   2,000

Fair value of expenses contributed                                 --          --           358        --            358

Net loss for the period ended December 31, 2000                    --          --          --        (2,358)      (2,358)
                                                              ---------   ---------   ---------    ---------    ---------

BALANCE, DECEMBER 31, 2000                                    5,000,000   $   2,000   $     358   $  (2,358)   $    --
                                                              =========   =========   =========    =========    =========
</TABLE>

                       See accompanying notes to financial
                                  statements.

                                      F-4

<PAGE>


                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                          -----------------------------


                                                            February 17, 2000
                                                       (Inception) to December
                                                               31, 2000
                                                      -------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                      $    (2,358)
   Adjustment to reconcile net loss to net
    cash used by operating activities:
    Contributed expenses                                             358
   Changes in assets and liabilities
    Increase in accounts payable                                     500
                                                                 -------

   Net cash used by operating activities                          (1,500)
                                                                 -------

CASH FLOWS FROM INVESTING ACTIVITIES:                               --
                                                                 -------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock                             2,000
                                                                 -------

   Net cash provided by financing activities                       2,000
                                                                 -------

INCREASE IN CASH AND CASH EQUIVALENTS                                500

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                     --
                                                                 -------

CASH AND CASH EQUIVALENTS - END OF PERIOD                        $   500
                                                                 =======

                       See accompanying notes to financial
                                  statements.
                                      F-5
<PAGE>


                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000
8

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------   ------------------------------------------

         (A) Organization and Business Operations
         ----------------------------------------

         Trojan  Transition  Corporation  (a  development  stage  company) ("the
         Company") was  incorporated in California on February 17, 2000 to serve
         as a vehicle  to effect a merger,  exchange  of  capital  stock,  asset
         acquisition  or other business  combination  with a domestic or foreign
         private  business.  At  December  31,  2000,  the  Company  had not yet
         commenced  any formal  business  operations,  and all  activity to date
         relates to the Company's formation and proposed fund raising.

         The Company's  ability to commence  operations  is contingent  upon its
         ability to identify a prospective target business and raise the capital
         it will  require  through  the  issuance  of  equity  securities,  debt
         securities, bank borrowings or a combination thereof.

         (B) Use of Estimates
         --------------------

         The  preparation  of  the  financial   statements  in  conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.

         (C) Cash and Cash Equivalents
         -----------------------------

         For purposes of the statement of cash flows, the Company  considers all
         highly liquid investments  purchased with an original maturity of three
         months or less to be cash equivalents.

         (D) Earnings per Share
         ----------------------

         Net loss per  common  share  for the  period  from  February  17,  2000
         (inception)  to December  31, 2000 is computed  based upon the weighted
         average common shares  outstanding  as defined by Financial  Accounting
         Standards  No. 128  "Earnings  Per Share".  There were no common  stock
         equivalents outstanding at December 31, 2000.

         (E) Income Taxes
         ----------------

         The Company  accounts for income taxes under the  Financial  Accounting
         Standards Board of Financial  Accounting Standards No. 109, "Accounting
         for Income Taxes"  ("Statement 109"). Under Statement 109, deferred tax

                                      F-6
<PAGE>

                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         assets and liabilities  are recognized for the future tax  consequences
         attributable to differences  between the financial  statement  carrying
         amounts of existing  assets and  liabilities  and their  respective tax
         basis.  Deferred tax assets and  liabilities are measured using enacted
         tax rates  expected  to apply to  taxable  income in the years in which
         those  temporary  differences  are expected to be recovered or settled.
         Under  Statement 109, the effect on deferred tax assets and liabilities
         of a change in tax rates is  recognized  in income in the  period  that
         includes the enactment  date.  There were no current or deferred income
         tax  expense or benefits  due to the  Company  not having any  material
         operations for the period ended December 31, 2000.

NOTE 2   STOCKHOLDER'S DEFICIENCY
------   ------------------------

         (A) Common Stock

         The Company is  authorized to issue  50,000,000  shares of common stock
         with no par value.  The Company issued  5,000,000  shares of its common
         stock  to  BAC   Consulting   Corporation   ("BAC")  for  an  aggregate
         consideration of $2,000.

         (B) Additional Paid-In Capital
         ------------------------------

         Additional paid-in capital at December 31, 2000 of $358, represents the
         fair  value of the  amount of  organization  costs  incurred  by BAC on
         behalf of the Company (See Note 3).

NOTE 3   AGREEMENTS
------   ----------

         (A) Consulting

         On February  21,  2000,  the Company  signed an  agreement  with BAC, a
         related  entity (See Note 4). The  Agreement  calls for BAC  Consulting
         Corporation to provide the following  services,  without  reimbursement
         from the Company,  until the Company enters into a business combination
         as described in Note 1(A):

         1.   Preparation  and filing of required  documents with the Securities
              and Exchange Commission.
         2.   Location and review of potential target companies.
         3.   Payment of all corporate, organizational, and other costs incurred
              by the Company.

                                      F-7
<PAGE>

                          TROJAN TRANSITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         (B) Legal

         On March 10, 2000, the Company signed an agreement with Boyd and Chang,
         LLP, a related entity (see Note 4). The agreement calls for Boyd and
         Chang, LLP to provide legal services at standard rates and provide
         secretarial and office support on an as needed basis.

NOTE 4   RELATED PARTIES
------   ---------------

         Legal counsel to the Company is a firm owned by the directors of the
         Company who also owns a controlling interest in the outstanding stock
         of BAC (See Note 3).


                                       F-8


<PAGE>

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND  FINANCIAL DISCLOSURE.

         The Company has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.

                                    PART III

ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The Company has two Directors and two Officers as follows:

     Name                  Age      Positions and Offices Held
     ----                  ---      --------------------------

     Tim T. Chang          35       Chief Executive Officer, Director
     Patrick R. Boyd       38       Secretary, Chief Financial Officer, Director

         There are no agreements or understandings for the officers or directors
to resign at the request of another person and the above-named officers and
directors are not acting on behalf of nor will act at the direction of any other
person.

         Set forth below are the names of the directors and officers of the
Company, all positions and offices with the Company held, the period during
which he has served as such, and the business experience during at least the
last five years:

         Tim T. Chang,  President,  Chief Executive Officer,  Director.  Born in
Taipei,  Taiwan, in December 1965, Mr. Chang studied electrical  engineering for
three years in college and  received a B.A.  degree in  international  relations
from the University of Southern California.  Mr. Chang received his Juris Doctor
degree from the McGeorge  School of Law, and was admitted to the California Bar.
Mr. Chang is also admitted to practice before the Central District of the United
States District  Court,  the United States Tax Court and the United States Court
of International Trade. He has been an officer and director of the Company since
February 16, 2000. Mr. Chang has been a partner in the firm of Boyd & Chang, LLP
since  1996.  From  1994 to 1996 Mr.  Chang  was an  associate  with the firm of
Cummins & White, LLP, in Newport Beach, California.

         Patrick R. Boyd, Chief Financial Officer, Secretary,  Director. Patrick
R. Boyd was born in Laguna  Beach,  California  in 1963.  Mr. Boyd  received his
Bachelors of Arts in Economics  from the  University  of Southern  California in
1985, and his Juris Doctor from Pepperdine  University Law School in 1988. Since
1996,  Mr.  Boyd has been a partner in the law firm of Boyd and Chang,  LLP,  in
Irvine,  California,  specializing in corporate finance and  transactional  law.
Prior to joining Boyd & Chang,  Mr. Boyd was an attorney  with the Newport Beach
law firm of Cummins & White, LLP. Mr. Boyd has been a member of the State Bar of

California since 1988.

Conflicts of Interest

         Tim T. Chang and Patrick R. Boyd, the Company's only officers and
directors, expect to organize other companies of a similar nature and with a
similar purpose as the Company. Consequently, there are potential inherent
conflicts of interest in acting as an officer and director of the Company. In
addition, insofar as Mr. Chang and Mr. Boyd are engaged in other business
activities, they devote only a portion of their time to the Company's affairs.

                                       15
<PAGE>

         Mr. Boyd and Mr. Chang are the principals of the Irvine, California law
firm of Boyd & Chang,  LLP.  As such,  demands  may be placed on the time of Mr.
Boyd and Mr.  Chang which will  detract from the amount of time they are able to
devote to the  Company.  Mr. Chang and Mr. Boyd intend to devote as much time to
the  activities  of the  Company as  required.  However,  should such a conflict
arise,  there is no  assurance  that Mr.  Chang and Mr. Boyd would not attend to
other matters prior to those of the Company.

         Mr. Chang is the Chief Executive Officer and Mr. Boyd is the Secretary
and Chief ___ Financial ___ Officer and each are directors and a controlling
shareholders of BAC Consulting Corporation, a California corporation, which is
the majority shareholder of the Company. At the time of a business combination,
some or all of the shares of common stock owned by BAC Consulting Corporation
may be purchased by the target company or retired by the Company.

ITEM 10.  EXECUTIVE COMPENSATION.

         The Company's officers and directors do not receive any compensation
for their services rendered to the Company, have not received such compensation
in the past, and are not accruing any compensation pursuant to any agreement
with the Company. However, Mr. Boyd and Mr. Chang, the officers and directors of
the Company anticipate receiving benefits as a beneficial shareholders of the
Company, as the officers and directors and controlling shareholders of BAC
Consulting Corporation and, possibly, as principals of Boyd & Chang, LLP, which
may perform legal services for the Company after the business combination.

         No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.

TRANSFER AGENT

         The Company presently has no transfer agent.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

         The following table sets forth each person known by the Company to be
the beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.

                                       16


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                                                                Amount of
Name and Address                        Number of         Beneficial Percentage
of Beneficial Owner                     Shares            Ownership  of Class
-------------------                     ---------         ---------------------

BAC Consulting Corporation (1)          4,400,000                88%
19900 MacArthur Boulevard
Suite 660
Irvine, California 92612

Tim T. Chang (1) (2)                    4,400,000                88%
19900 MacArthur Boulevard
Suite 660
Irvine, California 92612

Patrick R. Boyd            (1) (2)      4,400,000                88%
19900 MacArthur Boulevard
Suite 660
Irvine, California 92612

All Executive Officers and              4,400,000                88%
Directors as a Group (2 Persons)

         (1)      Mr. Chang and Mr. Boyd are each a  shareholder  and a director
and officer of BAC Consulting Corporation which owns 4,400,000 shares. Mr. Chang
owns and controls the Chang Law  Corporation,  which owns 100,000 shares and Mr.
Boyd owns Patrick R. Boyd & Associates, Inc., which also owns 100,000 shares.

         (2)      As a controlling shareholder, a director and an officer of BAC
Consulting  Corporation,  Mr. Chang and Mr. Boyd are deemed to be the beneficial
owners of the common stock of the Company owned by BAC Consulting Corporation.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

                                    PART III

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since the formation of the Company, the Company has not entered into
any transactions or proposed transactions with any officer or director or
controlling shareholder or affiliate or any of the foregoing except as disclosed
in the Company's Form 10 Registration Statement and in Part I, Section I of this
annual report. The Company continues to maintain a consulting relationship with
BAC Consulting Corporation, an entity owned entirely by Messrs. Boyd and Chang,
officers and directors and controlling shareholders of this Corporation. The
Corporation also continues to engage the law firm of Boyd & Chang, LLP, as
counsel to this Corporation. Boyd & Chang, LLP, as disclosed elsewhere in this
report, is owned by Messrs. Boyd and Chang.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

EXHIBIT NUMBER                                          DESCRIPTION

         27                                             Financial Data Schedule

                                       17


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                                   SIGNATURES
                                   ----------

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized.

                          TROJAN TRANSITION CORPORATION
                              By: /s/ Tim T. Chang
                                  ----------------
                                      Tim T. Chang, Chief Executive Officer
March 30, 2001
                                       18
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